Common use of Conditions to Effectiveness of Increase Clause in Contracts

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, (B) certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04, and (y) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party or the General Partner acting on behalf of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.13, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default exists or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation would result from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, , (i) the Company shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Company, certifying that, before and after giving effect to such increase, (x1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (y2) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documentsexists; and (ii) if and each Person (other than an existing Lender) that will (in accordance with the allocation described in clause (d) above) commit to any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested increase shall deliver to the Administrative Agent a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel, whereby such Person shall agree to be bound by such this Credit Agreement as a Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent (i) a consent and reaffirmation certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseParty, (Bii) certifying in the case of the Company, a certification that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.046.01, (B) both before and (y) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it no Default exists, and (C) before giving effect to such increase, the Leverage Ratio is bound less than 3.00 to 1.00 (accompanied by all terms of this Agreement and supporting evidence reasonably satisfactory to the other Loan Documents; (ii) if any portion of the increase is being provided by a new LenderAdministrative Agent), a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related if requested by the Administrative Agent, supplemental opinions from counsel for the Borrowers in form and substance reasonably satisfactory to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)the Administrative Agent. The Company Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. If any fee shall be charged by the Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Administrative Agent to the Company.

Conditions to Effectiveness of Increase. As a condition precedent to each such increaseincrease in the Aggregate Revolving Commitments and/or Term Loan, the Company Borrower shall deliver to the Administrative Agent (ix) a certificate of each Loan Credit Party dated as of the Increase Effective Date signed by a Responsible an Authorized Officer of such Loan Credit Party (Ai) certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V Section 6 and the other Loan Credit Documents are true and correct in all material respects on and as of the Increase Effective DateDate (with any representations and warranties which are subject to a materiality qualifier being true and correct in all respects in accordance with the terms thereof), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.19, the representations and warranties contained in subsections (a), (b) and (c) of Section 5.02 6.7 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (bd), respectively, of Section 6.047.1, and (yB) no Default or Event of Default has occurred or is continuingexists as of the Increase Effective Date, and (Cy) a statement such new or additional Notes payable to each of reaffirmation from the Loan Parties Lenders as are required to be delivered pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative feeSection 2.5(b). The Company Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.1(c)) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Commitment Percentages arising from any nonratable non-ratable increase in the Aggregate Revolving Commitments under this Section, and each Credit Party shall execute and deliver such documents or instruments as the Administrative Agent may require to evidence such increase in Revolving Commitments and/or Term Loan and to ratify each such Credit Party’s continuing obligations hereunder and under the other Credit Documents.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Company, certifying that, before and after giving effect to such increase, (x1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in clause (a) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (y2) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in clauses (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, both before and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increasethe Incremental Facility, it is bound by all terms of this Agreement and the no Default exists. The Borrower shall deliver or cause to be delivered any other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase customary documents (including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any applicable arrangement, upfront and/or administrative fee)Incremental Facility. The Company Borrower shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this SectionSection 2.16.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (xA) the representations and warranties of the Borrowers and each other Loan Party contained in Article V and the or any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.16(e), the representations and warranties contained in Section 5.02 Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively, of Section 6.04, and (yB) no Default exists or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation would result from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrowers shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseCredit Increase, the Company shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseCredit Increase, and (By) in the case of the Company, certifying that, before and after giving effect to such increaseCredit Increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided that representations qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties that specifically refer to an earlier date, in which case they are true and correct in all material respects (provided that representations qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseCompany, (B) certifying that, both immediately before and immediately after giving effect to such increase, (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the no Default exists. On each Increase Effective Date, except (i) each relevant Lender that is increasing its Commitment shall make available to the extent that Administrative Agent such representations and warranties specifically refer to an earlier dateamounts in immediately available funds as such Administrative Agent shall determine, in which case they are true and correct as for the benefit of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04, and (y) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms thatrelevant Lenders, as being required in order to cause, after giving effect to such increaseincrease and the application of such amounts to make payments to such other relevant Lenders, it is bound the outstanding Committed Loans (and, subject to Section 2.17, risk participations in outstanding Swing Line Loans and L/C Obligations) to be held ratably by all terms of this Agreement and the other Loan Documents; Lenders in accordance with their respective revised Applicable Percentage, (ii) if any portion of the increase is being provided by a new Lender, a Note in favor Borrowers shall be deemed to have prepaid and reborrowed the outstanding Committed Loans as of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionSection and (iii) the Company shall pay to the relevant Lenders the amounts, if any, required pursuant to Section 3.05 as a result of such prepayment.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) a certificate of each Loan Party Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Borrower (Ax) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (By) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.17, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be required to be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V Section 6 and the other Loan Credit Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.141.17, the representations and warranties contained in subsections (a)(i) and (a)(ii) of Section 5.02 6.5 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.047.1, and (yB) no Default or Event of Default has occurred and is continuing or is continuingwould result therefrom. On the Increase Effective Date, each Lender (including any new Lender) participating in such Commitment increase shall purchase and assume from each existing Lender having Loans outstanding on such Increase Effective Date, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s ratable portion of the Total Revolving Commitments (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such Commitment increase), it is bound by all terms of this Agreement and in the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lenderaggregate Loans then outstanding, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related as to such increase (includingensure that, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant after giving effect to Section 3.05) to such Commitment increase, each Lender is owed only its ratable portion of the extent necessary to keep the Loans outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Sectionon such Increase Effective Date.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Lead Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Lead Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Revolving Credit Increase Effective Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.07) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, increase and (B) a statement of reaffirmation from the Loan Parties pursuant to which each Loan Party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) a certificate of the Borrower dated as of the Increase Effective Date signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.02 5.01(a) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (y) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (iiiii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iiiiv) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionSection and/or, at the discretion of the Administrative Agent, add the new Lenders to the existing Borrowings.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V Section 5 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.11, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event exists. To the extent that the increase of Default has occurred or is continuingthe Commitments shall take the form of a new term loan tranche, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement shall be amended, in form and substance satisfactory to the other Loan Documents and acknowledges and reaffirms thatAdministrative Agent, after giving effect to include such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by as are customary for a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)term loan commitment. The Company Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments Total Credit Exposure of any Lender under this Section, and each Loan Party shall execute and deliver such documents or instruments as the Administrative Agent may require to evidence such increase in the Total Credit Exposure of any Lender and to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan Documents.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V §7 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14§2.11, the representations and warranties contained in Section 5.02 §7.4.2 shall be deemed to refer to the most recent statements furnished pursuant to clauses the Lenders, (a) and (b), respectively, of Section 6.04, and (yB) no Default or Event of Default has occurred or is continuing, exists and (C) a statement the sum of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and outstanding amount of the other Loan Documents and acknowledges and reaffirms that, Revolving Credit Loans (after giving effect to all amounts requested on the increase Effective Date) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans does not exceed the lesser of (i) the Total Commitment at such increase, it is bound by all terms of this Agreement time and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of Borrowing Base at such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)time. The Company Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05§5.9) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Commitment Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company US Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each US Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the US Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case it shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality,” “Material Adverse Effect” or similar qualifier, in which case it shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company US Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the US Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowing Agent shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Revolving Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V V, in the case of the Borrowers, and the other Loan Documents Documents, in the case of each Loan Party party thereto, are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from exists. At the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion request of the increase is being provided by a new LenderAdministrative Agent, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company the Borrowers shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V Section 5 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event exists. To the extent that the increase of Default has occurred or is continuingthe Commitments shall take the form of a new term loan tranche, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement shall be amended, in form and substance satisfactory to the other Loan Documents and acknowledges and reaffirms thatAdministrative Agent, after giving effect to include such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by as are customary for a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)term loan commitment. The Company Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments Total Credit Exposure of any Lender under this Section, and each Loan Party shall execute and deliver such documents or instruments as the Administrative Agent may require to evidence such increase in the Total Credit Exposure of any Lender and to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan Documents.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, both before and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increasethe Incremental Facility, it is bound by all terms of this Agreement and the no Default exists. The Borrower shall deliver or cause to be delivered any other Loan Documents; (ii) if any portion of the increase is being provided by a new Lendercustomary documents, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any applicable arrangement, upfront and/or administrative fee)Incremental Facility. The Company Borrower shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V Section 5 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.12, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event exists. To the extent that the increase of Default has occurred or is continuingthe Commitments shall take the form of a new term loan tranche, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement shall be amended, in form and substance satisfactory to the other Loan Documents and acknowledges and reaffirms thatAdministrative Agent, after giving effect to include such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by as are customary for a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)term loan commitment. The Company Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments Total Credit Exposure of any Lender under this Section, and each Loan Party shall execute and deliver such documents or instruments as the Administrative Agent may require to evidence such increase in the Total Credit Exposure of any Lender and to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan Documents.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V VI and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.13, the representations and warranties contained in subsections (a) and (b) of Section 5.02 6.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ab) and (ba), respectively, of Section 6.047.01, and (yB) no Default or Event exists. In the event of Default has occurred or is continuingan increase in the Revolving Credit Commitment in accordance with this Section, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section. In the event of an increase in the Term A-1 Loans in accordance with this Section, the additional Term A-1 Loans shall be made by the Term A-1 Lenders participating therein pursuant to the procedures set forth in Section 2.02.

Conditions to Effectiveness of Increase. As a condition precedent to each such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions duly adopted by the board of directors or board of managers (or appropriate governing body) of such Loan Party approving or consenting to authorizing such increase, (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and in the other Loan Documents to which it is a party are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.13, the representations and warranties contained in Section 5.02 Sections 5.05(a), (b), (c) and (d) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and Sections 6.01(a), (b), (c) and (d), respectively, of Section 6.04, and (yB) no Default or Event of Default has occurred and will be continuing either immediately prior to or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, immediately after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment if requested by any Lender providing any portion of any applicable fees related to such increase (includingincluding any Eligible Assignee becoming a Lender in connection therewith), without limitation, any applicable arrangement, upfront such opinion letters (or letters of reliance on previously issued opinion letters) of counsel to the Borrower and the Guarantors and such certificates and documents of the nature of those described in Section 4.01(b) and/or administrative fee)Section 4.01(i) as such Lender may reasonably request in connection with its provision of such amount. The Company Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable non-ratable increase in the Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.19, the representations and warranties contained in clauses (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, both before and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increasethe Incremental Commitment Increase, it is bound by all terms of this Agreement and the no Default exists. The Borrower shall deliver or cause to be delivered any other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase customary documents (including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any applicable arrangement, upfront and/or administrative fee)Incremental Commitment Increase. The Company Borrower shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this SectionSection 2.19.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower Agent shall deliver to the Administrative Agent (i) a certificate of each Loan Party Obligor dated as of the Revolver Increase Effective Closing Date signed by a Responsible Senior Officer of such Loan Party Obligor (Aa) certifying and attaching the resolutions adopted by such Loan Party Obligor approving or consenting to such increase, and (Bb) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (xi) the representations and warranties contained in Article V Section 9 and in the other Loan Documents are true and correct in all material respects on and as of the Revolver Increase Effective Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.2.5, the representations and warranties contained in Section 5.02 9.1.5 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) (i) and (bii), respectively, of Section 6.0410.1.4, and (yii) no Default or Event of Default has occurred or is continuing, and (C) a statement exists. The Borrowers shall pay all reasonable documented out of reaffirmation from pocket costs of the Loan Parties pursuant to which each Loan party ratifies this Agreement Agent and the other Loan Documents and acknowledges and reaffirms thatLenders, after giving effect to if any, incurred in connection with each such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrowers shall prepay any Revolver Loans outstanding on the Revolver Increase Effective Closing Date (and pay any additional amounts required pursuant to Section 3.053.9) to the extent necessary to keep the outstanding Revolver Loans ratable with any revised Applicable Percentages change in the Pro Rata interests of the Lenders arising from any nonratable increase in the Revolver Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date), and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall (i) pay any upfront or other fees agreed by the Borrower in connection with such increase and (ii) deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender, including any Additional Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except that (x) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation and warranty shall be required to be true and correct in all respects, (y) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that (z) for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company U.S. Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, increase and (B) a statement of reaffirmation from the Loan Parties pursuant to which each Loan Party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) a certificate of the U.S. Borrower dated as of the Increase Effective Date signed by a Responsible Officer of the U.S. Borrower certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.02 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (y) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (iiiii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iiiiv) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company U.S. Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Credit Commitments under this SectionSection and/or, at the discretion of the Administrative Agent, add the new Lenders to the existing Borrowings.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14Section, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, both before and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increasethe Incremental Facility, it is bound by all terms of this Agreement and the no Default exists. The Borrower shall deliver or cause to be delivered any other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase customary documents (including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any applicable arrangement, upfront and/or administrative fee)Incremental Facility. The Company Borrower shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, with respect to representations and warranties modified by materiality standards, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to representations and warranties modified by materiality standards, in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (ab) and (ba), respectively, of Section 6.046.09, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any exists. Each applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the principal of either Term Loan Facility or the Aggregate Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increaseincrease (which such resolutions may be certified in, and attached to, the certificate certifying to resolutions of the Borrower delivered on or prior to the Closing Date pursuant to Section 4.01(a)(iii)) and (Bii) certifying that, before and after giving effect to such increase, (xA) no Default exists, and (B) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.13, the representations and warranties (x) contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04, 6.01 and (y) no Default or Event contained in subsection (c) of Default has occurred or is continuing, and (C) a statement of reaffirmation from Section 5.05 shall be deemed to refer to the Loan Parties most recent statements furnished pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms thatclause (a) or clause (b) of Section 6.01, after giving effect to such increase, it whichever is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)most recent. The Company Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall Borrower will deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions adopted by the Borrower, if the Administrative Agent reasonably deems such Loan Party resolutions necessary, approving or consenting to such increase, and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties are already qualified by materiality, in which case such representations and warranties shall be true and correct in all respects, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in clauses (a) and (b) of Section 5.02 shall 5.05 will be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company shall Borrower will prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase (and certifying either (A) that the approval or consent of each other Loan Party is not required or (B) that each other Loan Party has approved or consented to such increase, attaching copies of any resolutions adopted by such Loan Parties not previously delivered to the Administrative Agent evidencing such approval or consent), and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.13, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or exists and is continuing, and (C) the financial covenants contained in Section 7.19 are satisfied on a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, pro forma basis after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to incremental Borrowing associated with such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)and for the most recent determination period. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14Section, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, both before and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increasethe Incremental Facility, it is bound by all terms of this Agreement and the no Default exists. The Borrower shall deliver or cause to be delivered any other Loan Documents; (ii) if any portion of the increase is being provided by a new Lendercustomary documents, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any applicable arrangement, upfront and/or administrative fee)Incremental Facility. The Company Borrower shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsection (a) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses clause (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuingexists, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement Borrower and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by Parties are in compliance with all terms of this Agreement and the other Loan Documents; (ii) if any portion of the terms and conditions of the Senior Notes, and (D) the increase is being provided by a new Lender, a Note will not result in any obligation to grant any Liens in favor of such Lender if so requested by such Lender; and (iii) payment the holders of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)the Senior Notes. The Company Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of each Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except that (1) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be true and correct in all respects, (2) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects as of such earlier date (except that if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be true and correct in all respects as of such earlier date, ) and except that (3) for purposes of this Section 2.14, the representations and warranties contained in Section 5.02 5.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses clause (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) a certificate of each Loan Party the Company dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Company (Ai) certifying and attaching the resolutions adopted by such Loan Party the Company approving or consenting to such increase, and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective DateDate (unless any such representation or warranty is qualified by materiality, in which event such representation or warranty is true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects as of such earlier date (unless any such representation or warranty is qualified by materiality, in which event such representation or warranty was true and correct in all respects on and as of such earlier date), and except that for purposes of this Section 2.142.12, the representations and warranties contained in subsection (a) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04, 6.01 and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowing Agent shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Revolving Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V V, in the case of the Borrowers, and the other Loan Documents Documents, in the case of each Loan Party party thereto, are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from exists. At the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion request of the increase is being provided by a new LenderAdministrative Agent, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company the Borrowers shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section, which prepayment may be made with the proceeds of the Borrowing of a Revolving Loan.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowers shall (i) deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (y) no Default or Event of Default has occurred or is continuing, exists and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related pay to such increase each Person entitled thereto (including, without limitation, any applicable arrangementArranger, upfront any Lender and/or administrative fee)Eligible Assignee participating in any such increase in the Aggregate Commitments) all fees payable in connection with such increase in the Aggregate Commitments as agreed to by such Person and the Borrowers. The Company Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14Section, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, both before and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increasethe Incremental Facility, it is bound by all terms of this Agreement and the no Default exists. The Borrower shall deliver or cause to be delivered any other Loan Documents; (ii) if any portion of the increase is being provided by a new Lendercustomary documents, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any applicable arrangement, upfront and/or administrative fee)Incremental Facility. The Company Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable non-ratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrower shall prepay any of its Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall (i) pay any upfront or other fees agreed by the Borrower in connection with such increase and (ii) deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender, including any Additional Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease to the extent required under such Loan Party’s Organization Documents, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V VII and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.11, the representations and warranties contained in Section 5.02 relating to financial statements shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04furnished, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages Pro Rata Shares arising from any nonratable increase in the Commitments Term Loans of any Lender under this Section, and each Loan Party shall execute and deliver such documents or instruments as the Administrative Agent may require to evidence such increase in the Term Loans of any Lender and to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan Documents, and shall pay such fees as may be due pursuant to the terms of the Fee Letters or subsequent fee letters if applicable.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase and demonstrating to the Administrative Agent that, before and after giving to such increase, the Borrower will be in pro forma compliance with all covenants hereunder, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, exists and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such each increase, (1) the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party a Responsible Officer dated as of the applicable Increase Effective Date signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Borrower authorizing such increase, and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties of the Borrower contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the such applicable Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier a different date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04, and (yB) no Default or Event of Default has occurred exists, (2) each Proposed Lender that is becoming a Lender shall (A) be subject to the approval of the Administrative Agent, which approval shall not be unreasonably withheld or is continuingdelayed, and (CB) execute and deliver a statement of reaffirmation from joinder agreement in form and substance reasonably satisfactory to the Loan Parties pursuant to which each Loan party ratifies this Agreement Administrative Agent and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; Borrower and (iii3) payment of any applicable fees related the Borrower shall deliver to the Administrative Agent (A) evidence reasonably satisfactory to the Administrative Agent that the Parent Commitment has been permanently reduced by an amount equal to such increase in the Aggregate Commitments concurrently with such increase and (includingB) such other documents, without limitation, any applicable arrangement, upfront and/or administrative fee)instruments and agreements as it shall reasonably request. The Company Borrower shall prepay any Loans outstanding on the such applicable Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages the Pro Rata Shares arising from any nonratable increase in the Commitments under this SectionSection and in effect after giving effect thereto.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Toro shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Revolving Credit Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except (w) if a qualifier relating to materiality, Material Adverse Effect or other similar concept applies, such representation or warranty is true and correct in all respects, (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except (y) that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, the Company shall (i) deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Company, certifying (and in the case of subclause (z) below, demonstrating in reasonable detail) that, before and after giving effect to such increase, (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except where such representation or warranty is qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (y) no Default exists or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, would exist immediately after giving effect to the funding of such increase on the Increase Effective Date and (z) the Company is in compliance with the financial covenants set forth in Section 7.11 (determined after giving effect to the full utilization of such increase, it is bound by all terms of this Agreement ) and the other Loan Documents; (ii) if the Company shall have paid any portion of applicable fee (in an amount, and to the increase is being provided by a new Lenderextent, a Note in favor mutually agreed upon at the time of such Lender if so requested by such Lender; and (iiielection) payment of any applicable fees related to each such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) such assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably request to be satisfied that such increase will not violate or cause a default under the Senior Note Documents or otherwise provide the holders of the Senior Notes the right to collateral to secure the obligations under the Senior Note Documents and (ii) a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Company, certifying that, before and after giving effect to such increase, (x1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in clause (a) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (y2) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.13, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuingthe Consolidated Leverage Ratio, and (C) on a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, pro forma basis after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion recomputed as of the increase is being provided by a new Lenderlast day of the most recently ended fiscal quarter of Parent for which financial statements are available, a Note in favor of such Lender if so requested by such Lender; shall not be greater than 3.0 to 1.0 and (iiiC) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)no Default exists. The Company Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Co-Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Co-Borrowers, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are (1) with respect to representations and warranties that contain a materiality qualification, true and correct and (2) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects, in each case on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, exists and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms thatCo-Borrowers are in compliance, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor incurrence or issuance of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (includingon a pro forma basis, without limitation, any applicable arrangement, upfront and/or administrative fee)with the financial covenants set forth in Section 7.08. The Company Co-Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionSection 2.14. The proceeds of any such increase shall be used for the purposes set forth in Section 6.11, and the terms of any such increase shall be identical to those of the Facility.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Financial Officer of such Loan Party (Ax) certifying by such Loan Party approving or consenting to such increase (and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease to the extent required under such Loan Party’s organization documents), and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V III and the other Loan Documents are true and correct in all material respects (except to the extent qualified by materiality, material adverse effect or words or phrases of similar import, in which case such representations and warranties so qualified shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were ​ ​ true and correct as of such earlier date, and except that for purposes of this Section 2.142.22, the representations and warranties contained in Section 5.02 3.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and or (b), respectivelyas applicable, of Section 6.04, 5.01 and (yB) no Default or Event of Default has occurred or is continuingexists. In connection with an increase to the Revolving Credit Facility, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.052.16)) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14Section, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, both before and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increaseany Increase, it is bound by all terms of this Agreement and the no Default exists. The Borrower shall deliver or cause to be delivered any other Loan Documents; (iicustomary documents, including legal opinions) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so as reasonably requested by such Lender; and (iii) payment of the Administrative Agent in connection with any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)Increase. The Company Borrower shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseIncrease or Incremental Facility, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseIncrease or Incremental Facility, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or and is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party the Borrower dated as of the Revolving Commitment Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents (i) that contain a materiality qualification, are true and correct correct, on and as of the Revolving Commitment Increase Effective DateDate and (ii) that do not contain a materiality qualification, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects, on and as of such earlier datethe Revolving Commitment Increase Effective Date, and except that for purposes of this Section 2.14Section, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, both before and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lenderin the Aggregate Revolving Commitments, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)no Default exists. The Company Borrower shall prepay any Revolving Loans outstanding on the Revolving Commitment Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages Revolving Pro Rata Shares arising from any nonratable non-ratable increase in the Aggregate Revolving Commitments under this SectionSection 2.17.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, ; (Bii) certifying that, before and after giving effect to such increase, (x) the representations and warranties of such Loan Party contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in clauses (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and ), (b), respectively(c) and (d), of Section 6.046.01; provided, however, that if any representation or warranty is qualified by a disclosure made by the Borrower after the Closing Date, such representation and warranty must be true and correct notwithstanding such disclosure unless such disclosure is accepted by the Administrative Agent (on behalf of, and (ywith the consent by, the required Lenders) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lenderwriting; and (iii) payment in the case of any applicable fees related to such increase (includingthe Borrower, without limitation, any applicable arrangement, upfront and/or administrative fee)certifying that no Default exists. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section; provided, that the provisions of Section 2.05(a) shall not apply to any such prepayments. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party Borrower dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer an authorized officer of such Loan Party Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained made by such Borrower in Article V III and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such other than representations and warranties specifically refer that relate solely to an earlier date, date (in which case they are true and correct as of such earlier date) and except for changes thereto which are not prohibited by the other terms of this Agreement or the other Loan Documents, and except that for purposes of this Section 2.142.29, the representations and warranties contained in subsections (a) of Section 5.02 3.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses clause (a) and (b), respectively, of Section 6.045.1, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers shall prepay any Revolving Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.052.19(b)) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Commitment Percentages arising from any nonratable increase in the Commitments under this Section. In addition, the Borrowers shall pay such fees and other compensation as the Borrowers, the Administrative Agent and each such Lender may agree.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V VII and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 7.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.048.01, and (yB) no Default or Event exists. To the extent that the increase of Default has occurred or is continuingthe Commitments shall take the form of a new term loan tranche, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement shall be amended, in form and the other Loan Documents and acknowledges and reaffirms thatsubstance satisfactory to Administrative Agent, after giving effect to include such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by as are customary for a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)term loan commitment. The Company Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments Total Credit Exposure of any Lender under this Section, and each Loan Party shall execute and deliver such documents or instruments as Administrative Agent may require to evidence such increase in the Total Credit Exposure of any Lender and to ratify each such Loan Party’s continuing obligations hereunder and under the other Loan Documents.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to Agent at Borrower’s expense, (I) updated appraisals meeting the Administrative Appraisal Requirements for each Borrowing Base Property as may be requested by the Agent and (iII) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V VI and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.047.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase (and certifying that each other Loan Party has approved or consented to such increase, attaching copies of any resolutions adopted by such Loan Parties not previously delivered to the Administrative Agent evidencing such approval or consent), and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuingexists, and (C) the financial covenants contained in Section 7.20 are satisfied on a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, pro forma basis after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to incremental Borrowing associated with such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)and for the most recent determination period. The Company Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14Section, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, both before and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increasethe Incremental Facility, it is bound by all terms of this Agreement and the no Default exists. The Borrower shall deliver or cause to be delivered any other Loan Documents; (ii) if any portion of the increase is being provided by a new Lendercustomary documents, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any applicable arrangement, upfront and/or administrative fee)Incremental Facility. The Company Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Revolving or, as applicable, Term Percentages arising from any nonratable increase in the Revolving or, as applicable, Term Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseeach Incremental Increase, the Company Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party Borrower dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increaseIncremental Increase, and (Bii) in the case of the Company, certifying that, before and after giving effect to such increaseIncremental Increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.13, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (bc), respectivelyas applicable, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuingexists. In addition, and (C) a statement of reaffirmation from if the Loan Parties pursuant to which each Loan party ratifies this Agreement and initial yield on any Incremental Increase exceeds the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if initial yield on any portion of the increase is being provided by a new Lender, a Note in favor Loans (the amount of such Lender if so requested excess, the “Yield Differential”), then the Applicable Rate then in effect for the Loans and any prior Incremental Increase shall automatically be increased by the Yield Differential, effective upon the making of such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). Incremental Increase The Company Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i1) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, with respect to any representation or warranty that is itself modified or qualified by materiality or a “Material Adverse Effect” standard, such representation or warranty shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.17, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, (B) the Borrower is in pro forma compliance with Section 7.11(a) (determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (y) no Default or Event of Default has occurred or is continuingb)), and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documentsno Default exists; (ii2) if any portion legal opinions, documents reaffirming guarantees or grants or perfection of the increase is being provided by a new Lendersecurity interests, a Note in favor of such Lender if so amendments to mortgages or other security documents as may be reasonably requested by such Lenderthe Administrative Agent; (3) updates to any items described in Section 4.01(b) as may be reasonably requested by the Administrative Agent; and (iii4) payment of such other documents as may be reasonably requested by the Administrative Agent in connection with any applicable fees related to such increase (includingin Aggregate Commitments, including without limitation, limitation any applicable arrangement, upfront and/or administrative fee)joinder or amendment documents necessary or advisable in the reasonable discretion of the Administrative Agent to effectuate such increase. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseany Commitment Increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party the Borrower dated as of the Commitment Increase Effective Date (in sufficient copies for each Lender, to the extent requested by the Administrative Agent or any Lender), signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions adopted by such each Loan Party approving or consenting to such increase, and (Bii) certifying that, immediately before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) on and as of the Commitment Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.02 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSection 6.01(a) and (b), respectively, of Section 6.04, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrower shall prepay any Loans outstanding on the Commitment Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. The Borrower shall also deliver to any requesting Lender a replacement Note (upon the Borrower’s receipt of the replaced Note) or a new Note evidencing the incremental amount of such increase, as applicable, in accordance with Section 2.11.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or in all respects in the case of a representation or warranty containing a materiality qualifier) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or in all respects in the case of a representation or warranty containing a materiality qualifier) as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. In addition, the Borrowers shall, to the extent requested by any Lender(s), deliver to such Lender(s), as of the Increase Effective Date, new Notes representing the Commitment(s) of such Lender(s).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase (and certifying that each other Loan Party has approved or consented to such increase, attaching copies of any resolutions adopted by such Loan Parties not previously delivered to the Administrative Agent evidencing such approval or consent), and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuingexists, and (C) the financial covenants contained in Section 7.20 are satisfied on a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, pro forma basis after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to incremental Borrowing associated with such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)and for the most recent determination period. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party Borrower dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer an authorized officer of such Loan Party Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party Borrower approving or consenting to such increase, and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V III and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such other than representations and warranties specifically refer that relate solely to an earlier date, date (in which case they are true and correct as of such earlier date) and except for changes thereto which are not prohibited by the other terms of this Agreement or the other Loan Documents, and except that for purposes of this Section 2.142.29, the representations and warranties contained in subsections (a) of Section 5.02 3.4 shall be deemed to refer to the most recent statements furnished pursuant to clauses clause (a) and (b), respectively, of Section 6.045.1, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers shall prepay any Revolving Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.052.19(b)) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Commitment Percentages arising from any nonratable increase in the Commitments under this Section. In addition, the Borrowers shall pay such fees and other compensation as the Borrowers, the Administrative Agent and each such Lenders may agree.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) financial projections in form and substance reasonably acceptable to the Administrative Agent and each Lender participating in such increase and demonstrating compliance with the financial covenants set forth in Section 7.11 after giving effect to any Borrowing hereunder on the Increase Effective Date and (ii) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (y) no Default shall have occurred and be continuing or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound be caused by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, in the Aggregate Commitments or any applicable arrangement, upfront and/or administrative fee)Borrowing hereunder on the Increase Effective Date. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Credit Party dated as of the Acquisition Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Credit Party (Ai) certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such increase, and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Credit Documents are true and correct in all material respects on and as of the Acquisition Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers shall prepay any Acquisition Loans (which may be with the proceeds of Acquisition Loans received on such date) outstanding on the Acquisition Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Acquisition Loans ratable with any revised Applicable Acquisition Percentages arising from any nonratable increase in the Acquisition Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent precedents to such increase, (i) the Company Borrowers shall pay any applicable upfront and arrangement fees specified by Administrative Agent, (ii) the Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of each Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses clause (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuingexists, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and Borrowers shall otherwise satisfy the other Loan Documents and acknowledges and reaffirms thatconditions for Credit Extensions under Section 4.02, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of the Borrowers shall execute and deliver all amendments, restatements, or other documents to any applicable fees related and all Loan Documents (including amended and restated notes) as necessary or required by the Administrative Agent to such effect any increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)in the Loans contemplated hereunder. The Company Borrowers shall prepay any Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Aggregate Commitment Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of each such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Company, certifying that(1) as to the matters set forth in Section 5.2(b) (provided that the references to “Borrowing Date” shall be deemed to be “Aggregate Commitment Increase Effective Date”), before (c), and (d) and (2) that as of the Aggregate Commitment Increase Effective Date and after giving effect to the increase in the Aggregate Commitment being made on such increasedate, (x) such increase in the representations and warranties contained in Article V Aggregate Commitment is permitted under the Second Lien Loan Documents, the Senior Notes Indentures and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04, and (y) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)Exchange Notes Indentures. The Company shall prepay any Loans outstanding on the Aggregate Commitment Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.4) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages Pro Rata Share arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (i) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (y2) no Default or Event of Default has occurred or is continuingexists, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion new Notes to each Lender who requests a Note, to the extent required as a result of the increase is being provided by a new Lenderin the Aggregate Commitments, a Note in favor of such Lender if so requested by such Lender; and (iii) payment an opinion of any applicable fees related counsel as to such increase the corporate (includingor partnership or limited liability company) authorization of the Borrower and the Guarantors of the increase, without limitation, any applicable arrangement, upfront and/or administrative fee)substantively in the form delivered on the Closing Date. The Company Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent Any increase in the Loan Amount pursuant to such increase, the Company this §2.2 shall deliver be subject to the Administrative Agent following conditions: (i) The Borrowers shall have paid to (A) the Agent, such fees as shall be due to Agent at such time under the Fee Letter (as defined in §4.2, herein), and (B) to each Lender, such fees, if any, as shall have been agreed upon by the Borrower and the Agent. (ii) As of the Increase Effective Date, no Default or Event of Default then exists and is continuing or would result from such increase in the Loan Amount (including on a pro forma basis relative to financial covenant compliance). (iii) The Borrowers shall have delivered to the Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (in sufficient copies for each Lender) (A) certifying and attaching the resolutions adopted by such Loan Party the Borrowers approving or consenting to such increase, and (B) certifying that, before and after giving effect to such increase, (x1) the representations and warranties contained of the Borrowers in Article V this Agreement and the in each other Loan Documents Document are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case case, to the knowledge of the Borrowers, they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.02 shall be deemed to refer to the most recent statements furnished pursuant extent of changes resulting from transactions contemplated and permitted by this Agreement and changes occurring in the ordinary course of business (in each case to clauses (a) and (bthe extent not constituting a Default or Event of Default), respectively, of Section 6.04, and (y2) no Default or Event of Default has occurred exists and is continuing or is continuingwould result from such increase in the Loan Amount (including on a pro forma basis relative to financial covenant compliance), and (C3) a statement the incurrence of reaffirmation from Indebtedness in an aggregate principal amount equal to the full Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, Amount after giving effect to all Commitment increases and new Commitments would not result in a breach of, or a default under, any agreement to which any Borrower is a party. (iv) [Reserved]. (v) The Borrowers will execute and deliver to each applicable Lender a new Note in the appropriate stated amount, and will execute and deliver or otherwise provide to the Agent and the Lenders such increase, it is bound by all other documents and instruments consistent with the terms of this Agreement and Agreement, as the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionAgent or Lenders reasonably may require.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, (B) certifying thatDate, before and after giving effect to such increase, (x) no Default shall exist, (y) the Borrower shall be in compliance on a pro forma basis with each of the financial covenants set forth in Section 7.11, and (z) the representations and warranties contained in Article V and the each other Loan Documents are shall be true and correct on and as in all material respects (or in the case of the Increase Effective Datea representation or warranty that is already subject to a materiality condition, in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (or in the case of a representation or warranty that is already subject to a materiality condition, in all respects) as of such earlier date, and except that (i) for purposes of this Section 2.14, the representations and warranties contained in clauses (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01 and (ii) for purposes of this Section 2.14, the representations and warranties contained in Section 5.13 shall be deemed to refer to the most recent, updated Schedule 5.13 delivered to the Administrative Agent pursuant to Sections 6.02(a) and 10.01; and (ii) the Borrower shall have delivered to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) no Default or Event of Default has occurred or is continuingcertifying (and attaching calculations, and as appropriate, in reasonable detail necessary to demonstrate) that the conditions set forth in clause (Ci) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)above are satisfied. The Company Borrower shall prepay any make such Borrowings and repayments of Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising resulting from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to each such increaseincrease in the amount of the Aggregate Commitments, the Company Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party the Borrowers dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party each of the Borrowers (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrowers approving or consenting to such increase, increase and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the or any other Loan Documents Document, or which are contained in any document furnished at any time under or connection herewith or therewith (except the representations contained in Section 5.05(c) and (d) which shall only be made on the Closing Date) are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default exists or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation would result from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)in Commitments. The Company Each Borrower shall prepay any of its Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, the Company Borrower shall deliver to the Revolving Administrative Agent (i) a certificate of each Loan Party the Borrower dated as of the Revolving Increase Effective Date signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseBorrower, (B) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V IV and the other Loan Credit Documents are true and correct in all material respects on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.142.22, the representations and warranties contained in subsections (a) and (b) of Section 5.02 4.7 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.045.2, and (yB) no Default or Event of Default has occurred or is continuing, exists and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of modification/downdate endorsements to the increase is being provided by a new Lender, a Note title insurance policies applicable to the Revolving Mortgages in favor of such Lender if so requested by such Lender; form and (iii) payment of any applicable fees related substance reasonably satisfactory to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)the Revolving Administrative Agent. The Company Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.052.18) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower Representative shall deliver to the Administrative Agent (i) a certificate of each Loan Credit Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer member of the Senior Management of such Loan Credit Party (Ai) certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such increase, and (Bii) in the case of the Borrower Representative, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (but without any duplication of any materiality qualifications) on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (but without any duplication of any materiality qualifications) as of such earlier date, and except that for purposes of this Section 2.142.21, the representations and warranties contained in Section 5.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this SectionSection (provided that any such prepayment may be made with a nonratable advance made by the Lenders providing such Revolving Credit Facility increase such that after giving effect to such advance, the Revolving Credit Lenders shall be ratable with the revised Applicable Percentages).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (ix) a certificate of each Loan Party Restricted Person dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party Restricted Person (Ai) certifying and attaching the resolutions adopted by such Loan Party Restricted Person approving or consenting to such increase, and (Bii) in the case of Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers contained therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aB) and (b), respectively, of Section 6.04, no Default exists and (y) no Default or Event of Default has occurred or is continuingsuch other documentation, and (C) a statement of reaffirmation from including legal opinions, as the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect Administrative Agent may reasonably request relating to such increase, it is bound by all terms of this Agreement and . The (1) Borrower shall borrow additional Loans from the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront Lenders whose Commitments have been increased and/or administrative fee). The Company shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.4) or (2) Lenders, Borrower and the Administrative Agent shall have entered into an assignment and assumption agreement to the extent necessary necessary, in either case, to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseeach increase in the U.S. Revolver Commitments, the Company Borrower Agent shall deliver to the Administrative Agent (i) a certificate of each Loan Party U.S. Obligor dated as of the U.S. Revolver Increase Effective Date signed by a Responsible Senior Officer of such Loan Party U.S. Obligor (Aa) certifying and attaching the resolutions adopted by such Loan Party U.S. Obligor approving or consenting to such increase, and (Bb) certifying that, before and after giving effect to such increase, (xi) the representations and warranties contained in Article V Section 9 and the other Loan Documents are true and correct in all material respects on and as of the U.S. Revolver Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.2.5, the representations and warranties contained in Section 5.02 9.1.8 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (b), respectively, c) of Section 6.0410.1.2, and (yii) no Default or Event of Default has occurred exists or is continuing, and (C) would arise as a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor result of such Lender if so requested by such Lender; and (iii) payment increase or any extensions of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)credit thereunder. The Company U.S. Borrowers shall prepay any U.S. Revolver Loans outstanding on the U.S. Revolver Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.9) to the extent necessary to keep the outstanding U.S. Revolver Loans ratable with any revised Applicable Percentages change in the Pro Rata interests of U.S. Lenders arising from any nonratable increase in the U.S. Revolver Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuingexists, and (C) the Borrower is in compliance with the covenants set forth in Sections 7.07 and 7.08 on a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies pro forma basis and (iii) reaffirming and ratifying this Agreement and the other Loan Documents documents and acknowledges acknowledging and reaffirms reaffirming that, after giving effect to such increase, it the Borrower is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of . If the increase is being provided by a new Lender, the Borrower shall execute and deliver a Note in favor of such new Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrower shall prepay any Loans outstanding on as of the Increase Effective Date (and pay any additional amounts required pursuant to by Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments Term Loan under this SectionSection 2.14. The additional Loans shall be made by the Lenders participating therein pursuant to the procedures set forth in Section 2.02.

Conditions to Effectiveness of Increase. As a condition precedent to each such increaseincrease in Commitments, the Company shall deliver to the Administrative Agent (i) a certificate Agents an Officer’s Certificate of each Loan Party Company dated as of the applicable Increase Effective Date signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party Company approving or consenting to such increaseincrease in Commitments, and (Bii) certifying that, before and after giving effect to such increase, increase in Commitments: (xi) the representations and warranties contained herein and in Article V and the other Loan Documents are true true, correct and correct complete in all material respects on and as of the applicable Increase Effective DateDate to the same extent as though made on and as of that date, except to the extent that such representations and warranties specifically refer relate to an earlier date, in which case they such representations and warranties are true true, correct and correct complete in all material respects on and as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in Section 5.02 shall be deemed to refer to the most recent statements furnished pursuant to clauses date and (a) and (b), respectively, of Section 6.04, and (yii) no Default or event has occurred and is continuing that would constitute an Event of Default has occurred or is continuing, and (C) a statement Potential Event of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)Default. The Company shall either (1) prepay any Loans outstanding on the applicable Increase Effective Date or (2) submit a Notice of Borrowing requesting Loans as of the applicable Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) which Loans shall be funded solely by the Lenders that have increased their respective Commitments as of such Increase Effective Date), in each case solely to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages Aggregate Pro Rata Shares arising from any nonratable increase in the Commitments under this Sectionsubsection 2.7. This subsection 2.7 shall supersede any provisions in subsection 13.6 to the contrary.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article ARTICLE V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section SECTION 2.14, the representations and warranties contained in Section 5.02 subsections (a) and (b) of SECTION 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.04SECTION 6.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; exists and (iii) payment in the case of any applicable fees related a request for an increase of the Aggregate Commitments in an amount greater than $25,000,000, evidence of repayment in full of the Senior Notes in form and substance satisfactory to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)the Administrative Agent. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section SECTION 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, each of the Company following must be satisfied: (i) the Borrower shall deliver to the Administrative each Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Senior Executive Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (By) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except (B) no Early Amortization Event, Default or Event of Default exists. Such increase shall be effected pursuant to documentation reasonably satisfactory to the Borrower, the Administrative Agent, the Group Agents for any Lender Group that for purposes includes increasing Lenders and, if applicable, the Additional Lenders; (ii) each of this Section 2.14, the representations and warranties contained in Section 5.02 Article 7 shall be deemed to refer to true and correct in all material respects on such Increase Effective Date with the most recent statements furnished pursuant to clauses (a) same effect as if made on and (b), respectively, of Section 6.04, and (y) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor as of such Lender if so requested date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct as of such Lender; and earlier date); (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company proposed Additional Lender shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required join this Credit Agreement as a Lender pursuant to Section 3.05) a joinder agreement in form and substance satisfactory to the extent necessary Administrative Agent and the Administrative Agent is authorized to keep update Schedule 1 to this Credit Agreement to reflect such updated commitments; (iv) each Incremental Increase shall constitute Obligations of the outstanding Loans ratable Borrower and shall be secured with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Sectionother Obligations on a pari passu basis.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) Schedule 2.01 shall be amended to evidence any revised Applicable Percentages arising from any nonratable increase in the Company Commitments under this Section, (ii) the Borrower Representative shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; exists and (iii) payment each of the Loan Parties shall execute and deliver such other agreements, documents and instruments reasonably requested by the Administrative Agent to effectuate any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)increase. The Company Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company SEI shall deliver to the Administrative Agent (i) a certificate of each Borrower and each other Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender, including any new Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease (which such resolutions authorizing such increase may be dated on or before the date of this Agreement, so long as such resolutions remain in full force and effect without revocation thereof, and the applicable Loan Party certifies thereto), and (Bii) in the case of each Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsection (a) of Section 5.02 5.06 shall be deemed to refer to the most recent statements furnished pursuant to clauses clause (aa)(i) and (b), respectively, b)(i) of Section 6.046.01, and (yB) no Default exists or Event would occur as a result of Default has occurred or is continuing, and (C) such increase. SEI shall also deliver a statement of reaffirmation from Compliance Certificate demonstrating pro forma compliance with the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, financial covenants set forth in Section 7.01 after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrowers shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Revolving Percentages or Applicable Term Percentages arising from any nonratable increase in the Aggregate Commitments under this SectionSection 2.16.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) Borrower shall execute a Revolving Credit Note in favor of each Revolving Credit Lender which has agreed to increase its Revolving Credit Commitment in the Company amount of such Lender’s Revolving Credit Commitment as affected by such increase, and (ii) Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Obligated Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Obligated Party (Ax) certifying and attaching the resolutions adopted by such Loan Obligated Party approving or consenting to such increase, and (By) in the case of Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V 6 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.7, the representations and warranties contained in Section 5.02 6.2 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSection 7.1(a) and (bSection 7.1(b), respectively, of Section 6.04, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Credit Commitments under this SectionSection 2.7.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, (B) certifying thatDate, before and after giving effect to such increase, (x) no Default shall exist, (y) the Borrower shall be in compliance on a pro forma basis with each of the financial covenants set forth in Section 7.11, and (z) the representations and warranties contained in Article V and the each other Loan Documents are shall be true and correct on and as in all material respects (or in the case of the Increase Effective Datea representation or warranty that is already subject to a materiality condition, in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct as of such earlier date, and except that (i) for purposes of this Section 2.14, the representations and warranties contained in clauses (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01 and (ii) for purposes of this Section 2.14, the representations and warranties contained in Section 5.13 shall be deemed to refer to the most recent, updated Schedule 5.13 delivered to the Administrative Agent pursuant to Sections 6.02(a) and 10.01; and (ii) the Borrower shall have delivered to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) no Default or Event of Default has occurred or is continuing, and certifying that the conditions set forth in clause (Ci) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)above are satisfied. The Company Borrower shall prepay any make such Borrowings and repayments of Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising resulting from any nonratable increase in the Revolving Credit Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company : (i) Borrower shall deliver to Agent at Borrower’s expense, (A) updated appraisals meeting the Administrative Agent Appraisal Requirements for each Borrowing Base Property as may be requested by the Agent, (iB) documents required under Section 5A.04(h), including Mortgage modifications, and (C) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B2) in the case of Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article V VI and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.047.01, and (y) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; exists; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section; (iii) no Default shall exist or result therefrom; (iv) after giving effect to (A) the increase and the concurrent disbursement of Loans pursuant to subsection (f) below, and (B) the addition of Borrowing Base Properties in connection with the increase, the Outstanding Amount of all Loans shall not exceed the Synthetic DSCR Principal Amount, as demonstrated in a certificate executed by a Responsible Officer of the Borrower and delivered to Agent, such certificate to contain calculations prepared in detail reasonably acceptable to the Agent and include such supporting materials as the Agent reasonably requires; (v) the Administrative Agent shall have received all of the items required by the definition of “Eligible Property” and by Section 5A.04 with respect to each Property that is to be added as a Borrowing Base Property in connection with the increase, and the Administrative Agent and the Required Lenders shall have determined that each such Property qualifies as an Eligible Property; and (vi) 100% of the Equity Interests in each Subsidiary that owns or leases a Property that has been added as a Borrowing Base Property in connection with the increase shall have been pledged to Agent, for the benefit of the Secured Parties, as security for the Obligations.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase or, if the resolutions authorizing this Agreement permitted a principal amount equal to or greater than Facility (after giving effect to such increase), certifying that such resolutions have not been amended or rescinded since the date hereof, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrower shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party the Borrower dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (Bii) certifying that, before and after giving effect to such increase, that (xA) the representations and warranties contained in Article V and in the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14Section, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event as of Default has occurred or is continuingthe Increase Effective Date, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, immediately after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)no Default exists. The Company Borrower shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable non-ratable increase in the Revolving Commitments under this SectionSection and shall provide a Note to any new Revolving Lender joining in the Increase Effective Date, if requested.

Conditions to Effectiveness of Increase. As a condition precedent to any such increase, the Company Borrower shall (A) pay (I) to the Arrangers, the Accordion Arrangement Fees (as defined in the Fee Letter) required by the Fee Letter in connection with such increase in the applicable Facility, (II) to the Administrative Agent for the account of the Lenders participating in the increase of the applicable Facility, upfront fees in amounts mutually agreeable to the Administrative Agent, the Syndication Agent, such Lenders and the Borrower, and (III) all reasonable costs and expenses (including Attorney Costs) incurred by the Administrative Agent in documenting or implementing such increase regardless of whether the Arrangers are able to syndicate the amount of the requested increase; provided, however, that the Borrower shall not pay any fees for increased amounts until such time as the increase occurs; and (B) deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of or on behalf of such Loan Party (AI) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (BII) in the case of the Borrower, certifying that, before and after giving effect to such increaseincrease and the use of the proceeds thereof, (x) the Loan Parties shall be in compliance, on a pro forma basis, with Sections 7.03 and 7.11, (y) the representations and warranties 95541499_13 contained in Article V and the other Loan Documents are true and correct, in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects), on and as of the Increase Effective Date, except to the extent of changes resulting from matters permitted under the Loan Documents or other changes in the ordinary course of business not having a Material Adverse Effect, and except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty shall be required to be true and correct in all respects), as of such earlier date, and except that for purposes of this Section 2.14Section, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yz) no Default or Event of Default has occurred or is continuing, and (C) a statement exists as of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to Date. To the extent necessary to keep that the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase shall take the form of an Incremental Term Facility, this Agreement shall be amended as provided in the Commitments under this Sectionclause (vi) below.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsection (a) of Section 5.02 5.06 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, except that to the extent such representations and warranties refer to statements furnished pursuant to clause (b) of Section 6.01, the representations and warranties in subclauses (i) and (ii) of clause (a) of Section 5.06 shall be qualified by reference to the absence of footnotes and shall be subject to year-end adjustments, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (By) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.16, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase in Commitments or Loans made available by such increase, it is bound by all terms of this Agreement the Borrower and the other Loan Documents; its Consolidated Subsidiaries shall be in compliance with Section 7.17 on a Pro Forma Basis and (iiC) if any portion of no Default exists. If the increase is being provided to the Term Facility, the additional Term Loans shall be made by a new Lenderthe Term Lenders participating therein pursuant to the procedures set forth in Section 2.02. If the increase is to the Revolving Credit Facility, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee). The Company the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this SectionSection 2.16.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase (and certifying that each other Loan Party has approved or consented to such increase, attaching copies of any resolutions adopted by such Loan Parties not previously delivered to the Administrative Agent evidencing such approval or consent), and (Bii) certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuingexists, and (C) the financial covenants contained in Section 7.21 are satisfied on a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, pro forma basis after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to incremental Borrowing associated with such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)and for the most recent determination period. The Company Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct correct, on and as of the Revolving Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.142.18, the representations and warranties contained in clauses (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, both before and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increasethe Incremental Facility, it is bound by all terms of this Agreement and the no Default exists. The Borrower shall deliver or cause to be delivered any other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase customary documents (including, without limitation, legal opinions) as reasonably requested by the Administrative Agent in connection with any applicable arrangement, upfront and/or administrative fee)Incremental Facility. The Company Borrower shall prepay any Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this SectionSection 2.18.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Company Lead Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (Bii) in the case of the Lead Borrower, certifying that, before and after giving effect to such increase, (xA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Revolving Credit Increase Effective Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.142.15, the representations and warranties contained in subsections (a) and (b) of Section 5.02 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.046.01, and (yB) no Default or Event of Default has occurred or is continuing, and (C) a statement of reaffirmation from the Loan Parties pursuant to which each Loan party ratifies this Agreement and the other Loan Documents and acknowledges and reaffirms that, after giving effect to such increase, it is bound by all terms of this Agreement and the other Loan Documents; (ii) if any portion of the increase is being provided by a new Lender, a Note in favor of such Lender if so requested by such Lender; and (iii) payment of any applicable fees related to such increase (including, without limitation, any applicable arrangement, upfront and/or administrative fee)exists. The Company Borrowers shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.